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Exhibit 10.83    
    


 
 

AMENDMENT NO. 1 TO
  RESTRICTED STOCK SUBSCRIPTION AGREEMENT    
    


        THIS AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENT, dated as of June 21, 2004 (the
"Amendment"), is by and between WORLDSPAN TECHNOLOGIES INC. (F/K/A TRAVEL TRANSACTION PROCESSING CORPORATION), a Delaware corporation
("Holding"), and M. Gregory O'Hara (the "Employee"). 


 
 

Background    
    


        A. Holding and the Employee are parties to that certain Restricted Stock Subscription Agreement, dated as of June 30, 2003 (the
"Original Agreement"). 


        B.
Holding and the Employee now desire to amend the Original Agreement, effective as of the Effective Date (as defined below), as provided in this Amendment. 


 
 

Terms    
    


        In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties hereby agree as follows: 


        Section 1.    Defined
Terms.    Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Original Agreement. 


        Section 2.    Effectiveness.    This
Amendment shall be effective as of the date of the consummation of a Public Offering (the
"Effective Date"); provided, however, this Amendment shall not become effective if a Public
Offering has not been consummated by December 31, 2004. 


        Section 3.    Restricted
Period.    Section 3(b) of the Original Agreement is hereby amended and restated in its entirety
as follows: 




"(b)
Restricted Period. Except as otherwise provided in Sections 3 and 8 hereof, or in the Plan, the Restricted Period shall lapse as to 52.5% of the Shares on the first
anniversary of the Closing, 17.5% of the Shares on the second anniversary of the Closing and 15.0% of the Shares on each of the third and fourth anniversaries of the Closing (each such anniversary,
the "Vesting Date" as to the applicable tranche of the Shares), which lapses shall be cumulative, subject to the Employee's
continuous employment with Holding or its Subsidiary from the Closing to such anniversary." 





        Section 4.    Accelerated
Vesting.    Section 3(c) of the Original Agreement is hereby amended and restated in its entirety
as follows: 




"(c)
Accelerated Vesting Upon Certain Terminations of Employment. If the Employee voluntarily terminates the Employment Agreement for any reason at any time subsequent to
the third anniversary of the Closing, then the 15% tranche of the Shares for which the Restricted Period was scheduled to lapse on the fourth anniversary of the Closing shall no longer be subject to
the Restricted Period and such Shares shall cease being Restricted Stock. For the avoidance of doubt, no accelerated vesting shall occur upon a termination due to retirement, death or Disability or a
termination by Holding or any Subsidiary with or without Cause." 





        Section 5.    Continued
Effectiveness of Original Agreement.    Except as specifically amended herein, all other terms and
provisions of the Original Agreement shall remain unchanged and in full force and effect. 







 

        Section 6.    Incorporation
of Amendment.    On and after the date hereof each reference in the Original Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import shall be a reference to the Original Agreement as amended hereby. 


        Section 7.    Miscellaneous.



        Section 7.1.    Entire
Agreement.    The agreement of Holding and the Employee, which is comprised of this Amendment and the
Original Agreement, sets forth the entire agreement and understanding between the parties and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this
Amendment and the Original Agreement. 


        Section 7.2.    Governing
Law.    This Amendment shall be governed by and construed in accordance with the law of the State of New
York, except to the extent that the corporate law of the State of Delaware specifically and mandatorily applies. 



        Section 7.3.    Headings.    The
headings in this Amendment are for convenience of reference only and shall not constitute a part
of this Amendment, nor shall they affect their meaning, construction or effect. 


        Section 7.4.    Counterparts.    This
Amendment may be executed in two or more counterparts and by the parties in separate
counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. 


[Signature Page Follows]


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        IN
WITNESS WHEREOF, the undersigned have executed this Amendment upon the date first above written. 



	

 	
 	

WORLDSPAN TECHNOLOGIES INC.
	

 	
 	

By:	
 	

/s/  JEFFREY C. SMITH      

	 	 	 	 	Name:	 	Jeffrey C. Smith
	 	 	 	 	Title:	 	General Counsel, Secretary and Senior Vice President—Human Resources
	

 	
 	

 	
 	

/s/  M. GREGORY O'HARA      
 M. Gregory O'Hara






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Exhibit 10.83


AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENT

Background

Terms